UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

~~of the~~ Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~June 24~~ July 18, 2022

DUKE REALTY CORPORATION

DUKE REALTY LIMITED PARTNERSHIP

(Exact name of registrant specified in its charter)

Duke Realty Corporation:
Indiana	1-9044	35-1740409
(State of Formation)	(Commission File Number)	(IRS Employer Identification No.)

Duke Realty Corporation:

Duke Realty Limited Partnership:

Indiana

1-9044

35-1740409

Indiana

0-20625

35-1898425

(State of

(Commission

(IRS Employer

(State of Formation)

(Commission File Number)

(IRS Employer Identification No.)

Formation)

File Number)

Identification No.)

~~8711~~Duke ~~River~~Realty ~~Crossing~~Limited ~~Blvd.~~ Partnership:

Indianapolis, IN 46240

Indiana

0-20625

35-1898425

(State of

(Commission

(IRS Employer

Formation)

File Number)

Identification No.)

8711 River Crossing Blvd. Indianapolis, IN 46240

(Address of Principal Executive Offices, Zip Code)

Registrant’s telephone number, including area code: (317) 808-6000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	DRE	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

~~(§240.12b-2~~Emerging Growth Company ☐

~~Emerging~~If an emerging growth company ☐, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 12.0102. Results ~~Entry~~of ~~into~~Operations aand ~~Material~~Financial ~~Definitive Agreement~~Condition.

On ~~June 24~~July 18, 2022, Duke Realty ~~Limited Partnership~~Corporation, an Indiana ~~limited~~corporation ~~partnership~~ (the “~~Operating Partnership~~Company”), asthe ~~borrower,~~sole general partner of Duke Realty ~~Corporation~~Limited Partnership, an Indiana ~~corporation~~limited partnership (the “~~General~~Operating ~~Partner~~Partnership”), asissued ~~general~~a ~~partner~~press ~~and~~release ~~guarantor, entered into Amendment No. 1 to Amended and Restated Revolving Credit Agreement~~ (the “~~Amendment~~Press ~~No. 1~~Release”), ~~whereby~~announcing ~~the~~its ~~Operating~~non-financial ~~Partnership’s~~operating ~~existing~~results ~~Amended~~for ~~and~~the ~~Restated~~quarter ~~Revolving~~ended ~~Credit~~June ~~Agreement~~30, ~~dated~~2022. asA ofcopy ~~March 26, 2021, among the Operating Partnership, the General Partner and certain subsidiaries~~ of the ~~Operating~~Press ~~Partnership,~~Release ~~JPMorgan~~is ~~Chase~~attached ~~Bank,~~hereto ~~N.A.,~~ as ~~Administrative~~Exhibit ~~Agent,~~99.1 and ~~certain~~is ~~lenders~~incorporated ~~and~~into ~~other~~this ~~parties~~Item ~~thereto~~2.02 ~~was amended (the “Existing Credit Agreement” and as amended~~ by ~~Amendment~~this Noreference. ~~1, the “Amended Credit Agreement”).~~

The ~~Amended~~information ~~Credit~~contained ~~Agreement~~in ~~amends~~this ~~the~~Item ~~Existing Credit Agreement to~~2.02, ~~among~~including ~~other~~the ~~things:~~related ~~(1) establish~~information ~~New~~set ~~Term~~forth ~~Loans (as such term is defined~~ in the ~~Amended~~Press ~~Credit~~Release ~~Agreement)~~attached inhereto ~~the~~and ~~aggregate~~incorporated ~~amount~~by ofreference ~~$500~~herein,~~000,000;~~ ~~(2)~~is ~~adjust~~being ~~the~~“furnished” ~~interest~~and ~~rate~~shall tonot ~~bear~~be ~~interest~~deemed at“filed” afor ~~benchmark~~the ~~rate~~purposes ~~based~~of onSection 18 of the ~~Secured~~Securities ~~Overnight~~Exchange ~~Financing~~Act ~~Rate~~of ~~(SOFR)~~1934, as ~~determined~~amended ~~in accordance with~~ (the ~~Amended~~“Exchange ~~Credit~~Act”), ~~Agreement;~~or ~~and~~otherwise. ~~(3) consent~~The toinformation ~~occurrence~~in ofthis ~~the~~Item ~~previously~~2.02 ~~announced~~shall ~~planned~~not ~~merger~~be ~~with~~incorporated ~~Prologis,~~by ~~Inc.~~reference ~~(“Prologis”)~~into ~~and~~any ~~certain~~registration ofstatement ~~its~~or ~~subsidiaries,~~other ~~subject~~document pursuant to the ~~satisfaction~~Securities Act of ~~certain~~1933, ~~terms~~as ~~and~~amended, ~~conditions~~or ~~including~~into ~~the~~any ~~repayment~~filing ~~and~~or ~~termination~~other ofdocument ~~the~~pursuant ~~revolving~~to ~~credit facility (but not~~ the ~~New~~Exchange ~~Term~~Act, ~~Loans)~~except ~~substantially~~as ~~concurrently~~otherwise ~~with~~expressly ~~the~~stated ~~occurrence~~in ofany ~~the~~such ~~merger~~filing.

~~8-K~~Item 9.01. Financial Statements and Other Exhibits.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 regarding the Amended Credit Agreement is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	~~Description~~	Description
10.1	Amendment No. 1 to Amended and Restated Revolving Credit Agreement, dated June 24, 2022, by and among Duke Realty Limited Partnership, Duke Realty Corporation, certain subsidiaries of Duke Realty Limited Partnership, J.P. Morgan Chase Bank, N.A., as Administrative Agent, and the several banks, financial institutions and other entities from time to time parties thereto as lenders.
99.1		Duke Realty Corporation press release dated July 18, 2022, with respect to its non-financial operating results for the quarter ended June 30, 2022.*
104	~~Cover Page Interactive Data File (embedded within the Inline XBRL document)~~	Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~Forward-Looking Statements~~ _________________________

* The ~~statements~~Press inRelease ~~this~~attached ~~communication~~hereto ~~that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,~~ as ~~amended,~~Exhibit ~~and Section 21E of the Securities Exchange Act of 1934, as amended~~99.1 ~~These~~is forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which Prologis and the General Partner operate as well as beliefs and assumptions of Prologis and the General Partner. Such statements involve uncertainties that could significantly impact Prologis’ or the General Partner’s financial results and ability to consummate the proposed merger. Words such as “~~expects,~~furnished” ~~“anticipates,”~~and ~~“intends,”~~not “~~plans~~filed,” ~~“believes,”~~as ~~“seeks,”~~described ~~and “estimates,” including variations of such words and similar expressions, are intended to identify such forward-looking statements, which generally are not historical~~ in ~~nature.~~Item All statements that address events or developments that Prologis or the General Partner expects or anticipates will occur in the future — including statements relating to any possible transaction between Prologis and the General Partner, Prologis’ and the General Partner’s respective debt, capital structure and financial position — are forward-looking statements2.02 ~~These statements are not guarantees~~ of ~~future~~this ~~performance~~Current ~~and~~Report involve certain risks, uncertainties and assumptions that are difficult to predict. Although Prologis and the General Partner believe the expectations reflected in any forward-looking statements are based on ~~reasonable~~Form assumptions, neither Prologis nor the General Partner can give assurance that its expectations will be attained and, therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward8-~~looking statements~~K. Some of the factors that may affect outcomes and results include, but are not limited to: (i) Prologis’ and the General Partner’s ability to complete the proposed transaction on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to securing the necessary shareholder approvals and satisfaction of other closing conditions to consummate the proposed transaction; (ii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement relating to the proposed transaction; (iii) risks related to diverting the attention of Prologis and the General Partner management from ongoing business operations; (iv) failure to realize the expected benefits of the proposed transaction; (v) significant transaction costs and/or unknown or inestimable liabilities; (vi) the risk of shareholder litigation

10-K

Additional Information

S-4

S-4”),

S-4

www.ir.prologis.com

www.sec.gov

http://investor.dukerealty.com

www.sec.gov

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Participants in the Solicitation

10-K

8-K/A

10-K

8-K

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

DUKE REALTY CORPORATION By: /s/ ~~Ann~~ANN C. ~~Dee~~DEE Ann C. Dee Executive Vice President, General Counsel and Corporate Secretary DUKE REALTY LIMITED PARTNERSHIP By: Duke Realty Corporation, its general partner By: /s/ ~~Ann~~ANN C. ~~Dee~~DEE Ann C. Dee Executive Vice President, General Counsel and Corporate Secretary

30Dated: July 18, 2022

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